Fair Value Measurements | N ote 7 — F air Value We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Assets and liabilities recorded at fair value on a recurring basis are presented in the first table below in this Note. From time to time, we may be required to measure at fair value other assets on a nonrecurring basis such as certain loans held for investment or investments in partnerships. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. F air Value Hierarchy The Company measures the fair value of its assets and liabilities based upon their contractual terms and using relevant market information. A description of the methods used by the Company to measure fair value is provided below. Fair value measurements are subjective in nature, involve uncertainties and often require the Company to make significant judgments. Changes in assumptions could significantly affect the Company’s measurement of fair value. GAAP establishes a three-level hierarchy that prioritizes inputs into the valuation techniques used to measure fair value. Fair value measurements associated with assets and liabilities are categorized into one of the following levels of the hierarchy based upon how observable the valuation inputs are that are used in such measurements. · Level 1: Valuation is based upon q uoted prices in active markets for identical instruments. · Level 2: Valuation is based upon q uoted prices for similar instruments in active markets , quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs or significant value drivers are observable in active markets. · Level 3: Valuation is generated from techniques that use significant assumptions that are not observable in the market . These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. R ecurring Changes in Fair Value The following tables present the carrying amounts of assets and liabilities that are measured at fair value on a recurring basis by instrument type and based upon the level of the fair value hierarchy within which fair value measurements of such assets and liabilities are categorized . Fair Value Measurements At December 31, (in thousands) 2016 Level 1 Level 2 Level 3 Assets: Investments in bonds $ 155,981 $ ─ $ ─ $ 155,981 Loans held for investment 3,835 ─ ─ 3,835 Derivative instruments 7,884 ─ 5,557 2,327 Liabilities: Derivative instruments $ 379 $ ─ $ 7 $ 372 Fair Value Measurements At December 31, (in thousands) 2015 Level 1 Level 2 Level 3 Assets: Investments in bonds $ 218,439 $ ─ $ ─ $ 218,439 Loans held for sale 6,417 ─ ─ 6,417 Derivative instruments 3,673 ─ 15 3,658 Liabilities: Derivative instruments $ 1,713 $ ─ $ ─ $ 1,713 C hanges in Fair Value Levels We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy and transfer between Level 1, Level 2, and Level 3 accordingly. Observable market data includes, but is not limited to, quoted prices and market transactions. Changes in economic conditions or market liquidity generally will drive changes in availability of observable market data. Changes in availability of observable market data, which also may result in changing the valuation technique used, are generally the cause of transfers between Level 1, Level 2 and Level 3. For the years ended December 31, 2016, 2015 and 2014, there were no individually significant transfers between Levels 1 and 2, or between Levels 2 and 3. Changes in fair value of assets and liabilities that are measured at fair value on a recurring basis and that are categorized as Level 3 within the fair value hierarchy are attributed in the following table to identified activities that occurred during the year ended December 31, 2016: (in thousands) Bonds Available-for-sale Loans Held for Investment Loans Held for Sale Derivative Assets Derivative Liabilities Balance, January 1, 2016 $ 218,439 $ ─ $ 6,417 $ 3,658 $ (1,713) Net (losses) gains included in earnings (4,776) (3,391) ─ (3,931) 577 Net change in other comprehensive income (1) 2,536 ─ ─ ─ ─ Impact from purchases 7,217 ─ ─ ─ ─ Impact from loan originations ─ 39,233 4,531 2,600 ─ Impact from sales/redemptions (10,986) (34,285) (8,670) ─ ─ Impact from bonds extinguished due to consolidation or real estate foreclosure (42,079) ─ ─ ─ ─ Impact from settlements (14,370) ─ ─ ─ 764 Transfer from loans HFS to loans HFI ─ 2,278 (2,278) ─ ─ Balance, December 31, 2016 $ 155,981 $ 3,835 $ ─ $ 2,327 $ (372) (1) This amount includes $14. 5 million of unrealized net holding gains arising during the period, partially offset by the reversal of $12.0 million of unrealized gains related to bonds that were sold or redeemed. The following table provides information about the amount included in earnings related to the activity presented in the table above, as well as additional gains that were recognized by the Company for the year ended December 31, 2016: (in thousands) Net gains on bonds (1) Net losses on loans (2) Equity in Losses from LTPPs Net gains on derivatives (2) Change in unrealized losses related to assets and liabilities still held at December 31, 2016 $ ─ $ ─ $ (4,240) (3,354) Change in unrealized losses related to assets and liabilities held at January 1, 2016, but settled during 2016 ─ ─ (536) ─ Additional realized gains (losses) recognized 12,217 (3,391) ─ 3,805 Total gains (losses) reported in earnings $ 12,217 $ (3,391) $ (4,776) $ 451 (1) Amounts are reflected through “Net gains on bonds” on the Consolidated Statements of Operations. (2) Amounts are reflected through “Net gains on derivatives, loans, other assets and extinguishment of liabilities” on the Consolidated Statements of Operations. Changes in fair value of assets and liabilities that are measured at fair value on a recurring basis and that are categorized as Level 3 within the fair value hierarchy are attributed in the following table to identified activities that occurred during the year ended December 31, 2015: (in thousands) Bonds Available-for-sale Loans Held for Sale Derivative Assets Derivative Liabilities Balance, January 1, 2015 $ 222,899 $ ─ $ 2,539 $ (753) Net (losses) gains included in earnings (5,517) ─ 1,418 (960) Net change in other comprehensive income (1) 13,561 ─ ─ ─ Impact from loan originations ─ 13,373 ─ ─ Impact from purchases 15,123 ─ ─ ─ Impact from sales/redemptions (21,571) (6,956) ─ ─ Impact from settlements (6,056) ─ (299) ─ Balance, December 31, 2015 $ 218,439 $ 6,417 $ 3,658 $ (1,713) (1) This amount represents $ 18.4 million of unrealized net holding gains arising during the period plus $0.2 million of unrealized bond losses reclassified into operations, partially offset by the reversal of $ 5.0 million of unrealized bond gains related to bonds that were sold or redeemed. The following table provides the amount included in earnings related to the activity presented in the table above, as well as additional gains (losses) that were recognized by the Company for the year ended December 31, 2015: (in thousands) Net gains on bonds (1) Equity in Losses from LTPPs Net gains on derivatives (2) Change in unrealized (losses) gains related to assets and liabilities still held at December 31, 2015 $ ─ $ (6,093) $ 458 Change in unrealized (losses) gains related to assets and liabilities held at January 1, 2015, but settled during 2015 (179) 755 ─ Additional realized gains recognized 6,513 ─ 3,710 Total gains (losses) reported in earnings $ 6,334 $ (5,338) $ 4,168 (1) Amounts are reflected through “Net gains on bonds” on the Consolidated Statements of Operations. (2) Amounts are reflected through “Net gains on derivatives, loans, other assets and extinguishment of liabilities” on the Consolidated Statements of Operations. Changes in fair value of assets and liabilities that are measured at fair value on a recurring basis and that are categorized as Level 3 within the fair value hierarchy are attributed in the following table to identified activities that occurred during the year ended December 31, 2014: (in thousands) Bonds Available-for-sale Derivative Assets Derivative Liabilities Balance, January 1, 2014 $ 195,332 $ ─ $ (626) Net (losses) gains included in earnings (6,021) 2,539 (127) Net change in other comprehensive income (1) 6,913 ─ ─ Impact from purchases 18,380 ─ ─ Impact from sales/redemptions (19,270) ─ ─ Impact from deconsolidation 47,022 ─ ─ Bonds eliminated due to real estate consolidation and foreclosure (11,058) ─ ─ Impact from settlements (8,399) ─ ─ Balance, December 31, 2014 $ 222,899 $ 2,539 $ (753) (1) This amount represents $18.1 million of unrealized net holding gains arising during the period plus $0.1 million of unrealized bond losses reclassified into operations, partially offset by the reversal of $11.3 million of unrealized bond gains related to bonds that were sold or redeemed. The following table provides the amount included in earnings related to the activity presented in the table above, as well as additional gains (losses) that were recognized by the Company for the year ended December 31, 2014: (in thousands) Net gains on bonds (1) Equity in Losses from LTPPs Net gains on derivatives (2) Change in unrealized (losses) gains related to assets and liabilities still held at December 31, 2014 $ (113) $ (5,908) $ 2,412 Additional realized gains recognized 12,293 ─ 2,336 Total gains (losses) reported in earnings $ 12,180 $ (5,908) $ 4,748 (1) Amounts are reflected through “Net gains on bonds” on the Consolidated Statements of Operations. (2) Amounts are reflected through “Net gains on derivatives, loans, other assets and extinguishment of liabilities” on the Consolidated Statements of Operations. Fair Value Measurements of Instruments That Are Classified as Level 3 The tables that follow provide quantitative information about the valuation techniques and the range and weighted-average of significant unobservable inputs used in the valuation of substantially all of our Level 3 assets and liabilities measured at fair value on a recurring basis for which we use an internal model to measure fair value. The significant unobservable inputs for Level 3 assets and liabilities that are valued using dealer pricing are not included in the table, as the specific inputs applied are not provided by the dealer. Fair Value Measurement as of December 31, 2016 Significant Significant Valuation Unobservable Weighted (in thousands) Fair Value Techniques Inputs (1) Range (1) Average (2) Recurring Fair Value Measurements: Available-for-sale securities: Multifamily tax-exempt bonds Performing $ 93,082 Discounted cash flow Market yield 4.3 - 5.7 % 5.0 % Non-performing 7,015 Discounted cash flow Market yield 8.1 8.1 Capitalization rate 6.9 6.9 Net operating income (" NOI ") annual growth rate (0.9) (0.9) Subordinated cash flow 9,930 Discounted cash flow Market yield 7.3 - 7.4 7.4 Capitalization rate 6.0 - 6.4 6.2 NOI annual growth rate 0.4 - 0.8 0.5 Infrastructure bonds 25,145 Discounted cash flow Market yield 7.3 - 9.0 8.0 Other bonds 20,809 Discounted cash flow Market yield 3.7 - 5.5 4.6 Loans held for investment 3,835 Discounted cash flow Market yield 19.2 19.2 Derivative instruments: Total return swaps 2,327 Discounted cash flow Market yield 3.9 -5.5 5.0 (372) Discounted cash flow Market yield 7.2 7.2 Capitalization rate 8.5 8.5 NOI annual growth rate 2.5 2.5 (1) Unobservable inputs reflect information that is not based upon independent sources that are readily available. These inputs are based upon assumptions and internally generated data made by the Company, which may include significant judgment that has been developed based upon available information from third party sources or dealers about what a market participant would use in valuing the asset . (2) Weighted-averages are calculated using outstanding UPB for cash instruments, such as loans and securities, and notional amounts for derivative instruments. Fair Value Measurement as of December 31, 2015 Significant Significant Valuation Unobservable Weighted (in thousands) Fair Value Techniques Inputs (1) Range (1) Average (2) Recurring Fair Value Measurements: Available-for-sale securities: Multifamily tax-exempt bonds Performing $ 84,203 Discounted cash flow Market yield 4.6 - 7.1 % 5.6 % 20,226 Discounted cash flow Market yield 8.2 - 8.7 8.4 Capitalization rate 7.0 - 7.5 7.2 NOI annual growth rate 0.4 - 1.4 1.0 Non-performing 20,435 Discounted cash flow Market yield 7.5 - 7.9 7.7 Capitalization rate 6.2 - 6.5 6.3 NOI annual growth rate 0.5 - 1.2 0.9 22,898 Early redemption measurement Subordinated cash flow 8,847 Discounted cash flow Market yield 7.8 - 7.9 7.9 Capitalization rate 6.4 - 6.6 6.5 NOI annual growth rate 0.0 - 0.6 0.4 Infrastructure bonds 9,381 Discounted cash flow Market yield 8.5 8.5 17,475 Dealer pricing Other bonds 34,974 Dealer pricing Loans held for sale 6,417 Discounted cash flow Market yield 10.0 - 15.0 13.5 Derivative instruments: Total return swaps (983) Discounted cash flow Market yield 8.7 8.7 Capitalization rate 7.5 7.5 NOI annual growth rate 2.9 2.9 3,618 Dealer pricing Interest rate derivatives (690) Discounted cash flow Market yield 26.2 26.2 (1) Unobservable inputs reflect information that is not based upon independent sources that are readily available. These inputs are based upon assumptions and internally generated data made by the Company, which may include significant judgment that has been developed based upon available information from third party sources or dealers about what a market participant would use in valuing the asset . (2) Weighted-averages are calculated using outstanding UPB for cash instruments, such as loans and securities, and notional amounts for derivative instruments. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation techniques used for our Level 3 assets and liabilities are described as follows: · Discounted cash flow – This type of valuation technique involves developing a projection of expected future cash flows of an instrument and then discounting such cash flows using discount factors that consider the relative risk of the cash flows and the time value of money. For instruments that are valued by the Company using a discounted cash flow valuation technique, the rate of return, or discount rate, that is utilized for such purposes reflects specific characteristics of an instrument including, but not limited to the expected term of the instrument, its debt service coverage ratio or credit quality, geographic location, investment size and other attributes. o For performing multifamily bonds, infrastructure bonds and certain TRS derivatives, the Company’s projection of expected future cash flows reflects cash flows that are contractually due over the life of an instrument. The Company generally utilizes the AAA Municipal Market Data tax-exempt rate (" MMD ") for each instrument’s specific term and applies a market rate risk premium spread that reflects that instrument’s specific credit characteristics, such as size, debt service coverage, state or bond type. o For non-performing bonds, subordinate cash flow bonds and certain TRS derivatives, the Company’s projection of expected future cash flows reflects internally-generated projections over a 10-year investment period of future NOI from the underlying properties that serve as collateral for our instruments. A terminal value, less estimated costs of sale, is then added to the projected discounted projection to reflect the remaining value that is expected to be generated at the end of the projection period. The Company utilizes geographic and sector specific discount rates that are published by an independent real estate research organization. o For our interest rate swaps, the Company’s projection of expected future cash flows reflect s scheduled settlement payments that are expected to be exchanged over the life of such contracts. · Early redemption measurement – This valuation technique measures the amount of early redemption proceeds that are allocable to an investment in a non-performing bond and is used in circumstances where a firm commitment to sell real estate that secures such bond investment has been executed, but is pending settlement, as of the end of a reporting period. In this case, the priority of payments that are established in a governing bond indenture is applied to determine what portion of estimated net sales proceeds of underlying real estate is payable to a non-performing bond investment when the sale of underlying real estate has settled (since such event triggers the early redemption of such bond). · Dealer pricing – This valuation technique utilizes one dealer price to estimate fair value. We generally validate these observations of fair value through the use of a discounted cash flow technique whose unobservable inputs are disclosed in the table above. Significant unobservable inputs presented in the preceding tables are those we consider significant to the fair value of the Level 3 asset or liability. We consider unobservable inputs to be significant if, by their exclusion, the fair value of the Level 3 asset or liability would be impacted by a predetermined percentage change, or based on qualitative factors, such as nature of the instrument, type of valuation technique used and the significance of the unobservable inputs relative to other inputs used within the valuation. Following is a description of the significant unobservable inputs provided in the table. · Market yield – is a market rate of return used to present value the future expected cash flow to arrive at the fair value of an instrument. The market yield typically consists of a benchmark rate component and a risk premium component. The benchmark rate component, for example, MMD or SIFMA, is generally observable within the market and is necessary to appropriately reflect the time value of money. The risk premium component reflects the amount of compensation market participants require due to the uncertainty inherent in the instrument ’ s cash flows resulting from risks such as credit and liquidity. A significant decrease in this input in isolation would result in a significantly higher fair value measurement. · Capitalization rate – is calculated as the ratio between the NOI produced by a commercial real estate property and the price for such asset. A significant decrease in this input in isolation would result in a significantly higher fair value measurement. · NOI annual growth rate – is the amount of future growth in NOI that the Company projects each property to generate on an annual basis. These annual growth estimates take into account the Company’s expectation about the future increases, or decreases, in rental rates, vacancy rates, bad debt expense, concessions and operating expenses for each property. Generally, an increase in NOI will result in an increase to the fair value of the property. N on-Recurring Changes in Fair Value At Septem ber 3 0 , 2016, the Company measured one of its loans classified as held for investment at fair value on a non-recurring basis for the purpose of recognizing an impairment loss . The fair value measurement of this loan, which was categorized as Level 3, was determined using a discounted cash flow methodology. Additionally, the Company recognized a $0.2 million lower of cost or market adjustment in the third quarter of 2016 related to one of its solar assets. The fair value measurement of the solar asset, which was categorized as Level 3, was determined using a discounted cash flow methodology. At the end of the third quarter of 2015, the Company measured its co-investment in SAWHF on a non-recurring basis for the purpose of recognizing an impairment loss. The fair value measurement of this investment, which was categorized as Level 3, was determined using a discounted cash flow methodology . A dditional Disclosures Related To The Fair Value of Financial Instruments That Are Not Carried On The Consolidated Balance Sheets at Fair Value The t ables that follow provide information about the carrying amounts and fair values of those financial instruments of the Company for which fair value is not measured on a recurring basis and organizes such information based upon the level of the fair value hierarchy within which fair value measurements are categorized. We have not included in such tables assets and liabilities that are not financial instruments ( e.g. , premises and equipment). At December 31, 2016 Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 45,525 $ 45,525 $ ─ $ ─ Restricted cash 33,920 33,920 ─ ─ Restricted cash related to CFVs 23,584 23,584 ─ ─ Asset management fee receivable from TC Fund I ─ ─ ─ 2,947 Guarantee fee receivable from TC Fund I 1,348 ─ ─ 1,348 Loans held for investment 974 ─ ─ 1,106 Loans held for investment related to CFVs 65 ─ ─ 488 Liabilities: Notes payable and other debt, bond related 82,029 ─ ─ 82,118 Notes payable and other debt, non-bond related 18,817 ─ ─ 18,817 Notes payable and other debt related to CFVs 13,029 ─ ─ 5,956 Subordinated debt issued by MFH 102,338 ─ ─ 41,327 Subordinated debt issued by MFI 26,858 ─ ─ 20,139 Guarantee obligations (1) 4,003 ─ ─ 12,616 (1) Certain of the Company’s guarantee obligations, which had a carrying value of $8.6 million as of December 31, 2016, are eliminated for financial reporting purposes. Refer below to “Valuation Techniques” for more information about differences between the carrying value and disclosed fair value of the Company’s guarantee obligations. At December 31, 2015 Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 21,843 $ 21,843 $ ─ $ ─ Restricted cash 17,041 17,041 ─ ─ Restricted cash related to CFVs 22,992 22,992 ─ ─ Guarantee fee receivable from TC Fund I 4,227 ─ ─ 4,227 Loans held for investment 7,928 ─ ─ 7,687 Loans held for investment related to CFVs 65 ─ ─ 213 Liabilities: Notes payable and other debt, bond related 89,268 ─ ─ 89,405 Notes payable and other debt, non-bond related 10,690 ─ ─ 10,717 Notes payable and other debt related to CFVs 9,883 ─ ─ 3,171 Subordinated debt issued by MFH 104,736 ─ ─ 29,518 Subordinated debt issued by MFI 27,518 ─ ─ 15,579 Guarantee obligations (1) 4,758 ─ ─ 15,557 (1) Certain of the Company’s guarantee obligations, which had a carrying value of $10.8 million as of December 31, 2015, are eliminated for financial reporting purposes. Refer below to “Valuation Techniques” for more information about differences between the carrying value and disclosed fair value of the Company’s guarantee obligations. Valuation Techniques Cash and cash equivalents and restricted cash – The carrying value of these assets approximate fair value due to the short-term nature and negligible credit risk inherent in them. Accrued interest and accounts receivable – The carrying value of these assets approximate fair value due to the short-term nature and negligible credit risk inherent in them. Asset management fee receivable from TC Fund I – Fair value is measured using a discounted cash flow methodology pursuant to which contractual payments are discounted based upon a market yield. Guarantee fee receivable – The carrying value of this receivable approximates fair value due to the short-term nature and negligible credit risk inherent in such receivables . Loans held for investment – Fair value is measured using a discounted cash flow methodology pursuant to which contractual payments are discounted based upon market yields for similar loans. Notes payable and other debt – Fair value is measured by discounting contractual cash flows using a market rate of interest or by estimating the fair value of the collateral supporting the debt arrangement, taking into account credit risk. Subordinated debt – T he Company measures the fair value of the subordinate d debt by discounting contractual cash flows based upon its estimated market yield, which was 14.5% and 20% as of December 31, 2016 and 2015, respectively . As outlined in the table above, at December 31, 2016, the aggregate fair value was measured at $61.5 million. At December 3 1 , 201 6 , the measured fair value of this debt would have been $71.1 million and $53.7 million using a market yield of 12.0% and 17.0% , respectively. The measured fair value of this debt is inherently judgmental and based on management’s assumption of market yields. There can be no assurance that the Company could repurchase the remaining subordinated debt at the measured fair values reflected in the table above or that the debt would trade at that price. Guarantee obligations – The fair value of these obligations represents an estimate of what we would pay to transfer such obligations to a third party in an orderly transaction at the measurement date . The carrying value of these obligations, which reflects the unamortized balance of deferred guarantee fees received by the Company (a systematic and rational method of amortization is used to subsequently measure such liabilities for reporting purposes), approximate s their fair value. However, a s further discussed in Note 8, “Guarantees and Collateral,” the Company has guaranteed minimum yields on investment to investors in 11 LIHTC funds that are consolidated for financial reporting purposes. As a result, the unamortized balance of deferred guarantee fees associated with such funds is eliminated for financial reporting purposes. Therefore, such amounts are not included in the carrying value of the Company’s guarantee obligations as reported in the preceding tables. Nonetheless, the Company believes that, in measuring the fair value of these guarantees, market participants would assume that the unamortized balance of deferred guarantee fees is a reasonable proxy for what the Company would be expected to pay to assign its guarantee obligations to a third party. Accordingly, the unamortized balance of deferred guarantee fees associated with such guarantees, while not included in the reported carrying value of the Company's guarantee obligations, is included in the disclosed fair value of the Company's guarantee obligations. |